<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1007 MARKET STREET,
WILMINGTON, DELAWARE 19898
(302) 774-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
CHARLES L. HENRY, 1007 MARKET STREET,
WILMINGTON, DELAWARE 19898; (302) 774-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.60.................... 7,789,375 $66.50 $517,993,438 $178,619
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on June 5,
1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE , 1995
PROSPECTUS
E. I. DU PONT DE NEMOURS AND COMPANY
COMMON STOCK
($.60 PAR VALUE)
This Prospectus relates to the resale, from time to time, by The Wilmington
Trust Company, as trustee (the "Trustee") of the DuPont Pension Trust Fund (the
"Trust" or "Selling Shareholder"), of up to 7,789,375 shares (the "Shares") of
Common Stock, $.60 par value ("Common Stock"), of E. I. du Pont de Nemours and
Company (the "Company") previously sold through a private transaction by the
Company to the Trust. The investment managers of the Trust, who are employees
of the Company, will determine the time and manner of sale of the Shares. See
"Selling Shareholder" and "Plan of Distribution". The Company will receive none
of the proceeds from the sale of the Shares by the Trust.
The Shares may be sold from time through public or private transactions on or
off the United States exchanges on which the Common Stock is traded, and at
prevailing market prices or other prices negotiated by the investment managers,
all as more fully described under "Plan of Distribution".
The Common Stock of the Company is listed, and application will be made to
list the Shares, on the New York Stock Exchange and the Tokyo Stock Exchange.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
any Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Trust or any underwriter, dealer or agent. Neither this Prospectus nor
any Prospectus Supplement constitutes an offer to sell or a solicitation of an
offer to buy any of the Shares offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
AVAILABLE INFORMATION
E. I. du Pont de Nemours and Company ("DuPont" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
materials also can be obtained from the Public Reference Section of the
Commission at prescribed rates at the principal offices of the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Common Stock is listed on the New York Stock Exchange (Symbol: DD), and reports
and information concerning the Company can be inspected at such exchange, 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form S-
3 under the Securities Act of 1933 (the "Act") with respect to the shares of
Common Stock offered hereby (including all amendments and supplements thereto,
the "Registration Statement"). This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits filed therewith, certain parts of which
have been omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of such
documents are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. The Registration Statement and the exhibits thereto
can be inspected and copied at the public reference facilities and regional
offices referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the following
documents heretofore filed with the Commission pursuant to the Exchange Act:
(i) the Company's Annual Report on Form 10-K for the year ended December 31,
1994, including the 1995 Proxy Statement for the Annual Meeting of Shareholders
dated March 17, 1995, as amended by the Proxy Supplement dated April 13, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995; (iii) the Company's Current Reports on Form 8-K dated January 25,
1995, April 7, 1995 (as amended), April 24, 1995 and April 27, 1995; and (iv)
the Company's Registration of Common Stock on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of the offering of the Shares registered hereby shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof from
the respective dates of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically incorporated
by reference into such documents. Requests for such copies should be directed
to Capital Markets, DuPont Finance, E. I. du Pont de Nemours and Company, 1007
Market Street, Wilmington, Delaware 19898, or telephone (302) 774-1000.
2
<PAGE>
THE COMPANY
DuPont is the largest United States chemical producer and one of the leading
chemical producers worldwide. The Company conducts fully integrated petroleum
operations primarily through its wholly owned subsidiary Conoco and, in 1993,
ranked eighth in the worldwide production of petroleum liquids by U.S.-based
companies, ninth in the production of natural gas, and seventh in refining
capacity. Conoco and other subsidiaries and affiliates of DuPont conduct
exploration, production, mining, manufacturing or selling activities, and some
are distributors of products manufactured by the Company.
The Company operates globally through approximately twenty strategic business
units. Within the strategic business units approximately 85 businesses
manufacture and sell a wide range of products to many different markets,
including the energy, transportation, textile, construction, automotive,
agricultural, printing, health care, packaging and electronics markets. The
Company and its subsidiaries have operations in about 70 nations worldwide and,
as a result, about 47% of consolidated sales are derived from sales outside the
United States, based on the location of the corporate unit making the sale.
Total worldwide employment at year-end 1994 was about 107,000 people.
The Company is organized for financial reporting purposes into five principal
industry segments--Chemicals, Fibers, Polymers, Petroleum, and Diversified
Businesses.
Chemicals. Chemicals manufactures a wide range of commodity and specialty
products including titanium dioxide, fluorochemicals and polymer intermediates
used in the paper, plastics, chemical processing, refrigeration, textile and
environmental management industries. The Company is the world's leading
producer of titanium dioxide, which is used in paper, paint and plastic.
Fluorochemicals produces the broadest range of alternatives to
chlorofluorocarbons, including refrigerants, foam expansion agents, propellants
and cleaning agents. Specialty Chemicals includes specialty chemicals and
materials and environmental services, more than 60 percent of the sales of
which comes from industrial chemicals such as ammonia, cyanide and peroxygen
products.
Fibers. A diversified mix of specialty fibers is produced to serve end uses
including protective apparel, active sportswear, packaging and high-strength
composites in aerospace. High-volume fibers are produced for apparel and home
fabrics, carpeting and industrial applications and sold directly to the textile
and other industries for processing into products used in consumer and
industrial markets. Fibers includes the Company's "Lycra" spandex, nylon,
"Dacron" polyester, "Nomex" heat-resistant and "Kevlar" high-strength aramid
fibers businesses.
Polymers. Engineering polymers, elastomers, "Teflon" and other
fluoropolymers, ethylene polymers, finishes and performance films are produced
to serve industries including packaging, construction, chemical processing,
electrical, paper, textiles and transportation. This group also includes the
automotive businesses, which are engaged in the manufacturing and marketing of
more than 100 DuPont product lines used by the automotive industry, and
"Corian" building products.
Petroleum. Petroleum operations are carried out through Conoco and range from
exploration for crude oil and natural gas to the marketing of finished
products. The upstream part of the business finds, develops and produces oil
and gas and processes natural gas to recover higher-value liquids that are sold
separately. The downstream part of the business refines crude oil and other
feedstocks to produce high-quality fuels, lubricants and other products that
are sold to customers primarily in the United States and Europe, and more
recently in the Asia Pacific region. The downstream business also produces
intermediates for use as chemical feedstocks and a wide range of specialty
products such as petroleum coke and lubricating oils for commercial and
industrial customers worldwide. Conoco's retail operations include over 2,400
service stations in 13 countries.
3
<PAGE>
Diversified Businesses. Diversified Businesses include the following
strategic business units: Agricultural Products, Electronic Materials, Films,
Medical Products and Printing and Publishing. Agricultural Products include
herbicides and other products developed for specific agricultural applications.
Electronic Materials is involved with a consortium that will design and develop
high-definition television, photomasks used in the production of semi-conductor
devices, printed circuit materials and photo imagable coverlay for flexible
circuit board manufacture. Films produces polyester film and audio/video film.
Medical Products offers diagnostic imaging systems, blood chemistry analyzers
and centrifuge and detection products for life science research and also
includes the Company's 50 percent interest in The DuPont Merck Pharmaceutical
Company. Printing and Publishing sells proofing, packaging and graphic arts
products. The Diversified Businesses segment also includes the Company's 50%
interest in CONSOL Energy Inc., a coal operations joint venture. See "Recent
Developments" concerning the potential sale of the Medical Products businesses.
E. I. du Pont de Nemours and Company was founded in 1802 and was incorporated
in Delaware in 1915. Its principal executive offices are located at 1007 Market
Street, Wilmington, Delaware 19898, and its telephone number is (302) 774-1000.
RECENT DEVELOPMENTS
On April 6, 1995, the Company acquired 156 million shares of its Common Stock
beneficially owned by Seagram for $56.25 per share. The consideration for the
acquired shares consisted of (i) $1 billion in cash, (ii) 90-day promissory
notes of the Company in an aggregate principal amount of approximately $7.3
billion and (iii) warrants of the Company valued at approximately $440 million
exercisable for 156 million shares of the Company's Common Stock. Seagram
continues to hold approximately 8.2 million shares, or 1.6% of the shares
outstanding following the transaction.
Subsequent to April 6, 1995, the notes issued to Seagram were paid and
replaced by private placement commercial paper borrowings of the Company.
The warrants issued to Seagram expire on October 6, 1997, October 6, 1998 and
October 6, 1999 with respect to 48 million shares at $89.33 per share, 54
million shares at $101.14 per share and 54 million shares at $113.63 per share,
respectively. In general, as long as the warrants are held by Seagram, the
warrants are exercisable only during the 60-day periods immediately preceding
their respective expiration dates. However, the warrants would become
exercisable sooner in connection with certain significant corporate events. The
warrants are not transferable until May 15, 1996. Following such date, the
Company would have the right to buy the warrants from Seagram before Seagram
would be permitted to transfer the warrants to a third party. Any warrants that
are transferred to non-affiliates of Seagram would be exercisable at any time
prior to their expiration. The warrants contain standard anti-dilution
adjustments.
In connection with the Seagram Redemption, the Company and Seagram terminated
their 1986 agreement and entered into a new agreement relating to their future
relationship. The new agreement has a term of 15 years, but may be terminated
sooner under certain circumstances. The new agreement contains a variety of
"standstill" restrictions applicable to Seagram which, among other things,
prohibit Seagram from acquiring shares of Common Stock, except upon exercise of
the warrants and a negligible number of additional shares. The new agreement
also provides that, if Seagram exercises the warrants, Seagram would have the
right to designate representatives to the Company's board of directors
(although a smaller percentage than under the 1986 agreement). In addition, the
new agreement provides that Seagram will vote its shares of Common Stock
(including any shares issued upon exercise of the warrants) proportionately
with other stockholders, except that Seagram may vote its shares in its
discretion on the occurrence of certain significant corporate events.
Effective as of the closing of the Seagram Redemption, Seagram's
representatives on the Company's board of directors (Edgar M. Bronfman, Charles
R. Bronfman, Edgar Bronfman, Jr. and John L. Weinberg) resigned from such
positions.
4
<PAGE>
Agreements with respect to the Seagram Redemption have been filed as exhibits
to the Company's Current Report on Form 8-K dated April 7, 1995 (as amended)
which is incorporated herein by reference.
On May 9, 1995, the Company sold 24 million newly issued shares of DuPont
Common Stock to the Wilmington Trust Company, as trustee for the DuPont
Flexitrust. The DuPont Flexitrust will effect the sale or distribution of these
newly issued shares over the next several years to satisfy existing employee
compensation and benefit programs.
On May 9, 1995, the Company sold in a private sale to the Wilmington Trust
Company, as trustee for the DuPont Pension Trust Fund, the Shares registered
hereby.
On May 11, 1995, the Company sold 19,550,000 newly issued shares of DuPont
Common Stock through an underwritten public offering.
On May 19, 1995, the Company announced its intent to sell its Medical
Products businesses, as part of its plan to finance the Seagram Redemption. The
potential sale does not include the Company's interest in the DuPont Merck
Pharmaceutical Company.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Trust.
Accordingly, the Company will not receive any proceeds from the sale of the
Shares offered hereby.
SELLING SHAREHOLDER
The Trust is an irrevocable trust established in 1942 in conjunction with the
Du Pont Pension and Retirement Plan, a defined benefit plan covering
substantially all U.S. employees of the Company. The Plan is a qualified
employee pension plan within the meaning of Section 401(a) of the Internal
Revenue Code and the Trust is exempt from taxation under Section 501(a) of the
Code. The Trust is funded by Company contributions and is invested at the
direction of employees of the Company, pursuant to an investment policy of the
Trust.
The Company's Board of Directors authorized management to offer up to $500
million of Common Stock to the Trustee. The Trustee accepted an offer, at a
price based on an independent valuation. May 9, 1995, the Shares were purchased
by the Trustee in a private transactions. The terms of the transaction are
embodied in the Stock Purchase Agreement between the Company and the Trustee
which provides that the Company will prepare and file a registration statement
with respect to the Shares.
As of May 31, 1995, the Trust held 8,237,211 shares of Common Stock,
representing 3.99% of the total assets of Trust and approximately 1.4% of the
outstanding shares of Common Stock. The shares are held in portfolios managed
by employees of the Company who have discretion to direct the sale from time to
time of any of or all the shares held by the Trust, consistent with their
fiduciary duties.
PLAN OF DISTRIBUTION
The Trust, at the direction of a Company employee, may sell all or a portion
of the Shares either (i) on the markets in which the Common Stock is traded or
(ii) through underwriters or in privately negotiated transactions.
Market sales may be effected from time to time in one or more transactions
(which may involve block transactions) (i) on any of the U.S. securities
exchanges on which the Common Stock is listed, including the New York Stock
Exchange, in transactions that may include special offerings, exchange
distributions pursuant to and in accordance with the rules of such exchanges,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or in the over-the-counter market or (iv) in a combination of
any such transactions. Such transactions may be effected by the Trust at market
prices prevailing at the time
5
<PAGE>
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The Trust may effect such transactions by selling
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts or commissions from the Fund and may
receive commissions from the purchasers of Shares for whom they may act as
agent.
In the case of an underwritten offering, a Prospectus Supplement with respect
to an offering of Shares will set forth the terms of the offering of the
Shares, including the name or names of the underwriters, the purchase price and
the proceeds to the Trust from such sale, any underwriting discounts and other
items constituting underwriters' compensation, the initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers.
The Shares will be acquired by the underwriters for their own account and may
be sold from time to time in one or more transactions at a fixed public
offering price determined at the time of sale. Unless otherwise set forth in
the Prospectus Supplement, the obligations of the underwriters to purchase
Shares will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Shares if any are purchased. The initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time. Underwriters may be entitled
under agreements entered into with the Company and the Trustee to
indemnification by the Company and the Trustee against certain civil
liabilities, including liabilities under the Act, or to contribution with
respect to payments which the underwriters may be required to make in respect
thereof. Underwriters may be customers of, engage in transactions with, or
perform services for, the Company in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 900,000,000 shares of
Common Stock, par value $.60 per share, and 23,000,000 shares of preferred
stock, without par value. As of May 31, 1995, 578,495,532 shares of Common
Stock were issued and outstanding. As of May 31, 1995, 1,672,594 shares of
$4.50 Series Preferred Stock and 700,000 shares of $3.50 Series Preferred Stock
were issued and outstanding.
COMMON STOCK
Dividends. The holders of Common Stock are entitled to receive dividends when
and as dividends are declared by the board of directors of the Company out of
funds legally available therefor, but not until all cumulative dividends on all
series of preferred stock shall have been paid or declared and set apart for
payment.
Voting Rights. Holders of DuPont Common Stock have the right to vote on all
questions to the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless DuPont shall be in default in the payment
of dividends on preferred stock for a period of six months. In the latter
event, until accumulated and unpaid dividends on preferred stock of all series
shall have been paid, the holders of the outstanding preferred stock shall have
the exclusive right, voting separately and as a class, to elect two directors,
or if the total number of directors of DuPont be only three, then only one
director, at each meeting of stockholders held for the purpose of electing
directors.
Liquidation Rights. On liquidation, dissolution, or winding up of DuPont,
whether voluntary or involuntary, after payments have been made to holders of
preferred stock, holders of DuPont Common Stock have the right to share ratably
the remaining assets available for distribution.
No Preemptive Rights. Holders of DuPont Common Stock do not have any
preemptive rights.
6
<PAGE>
PREFERRED STOCK
Pursuant to the Certificate of Incorporation of the Company, the board of
directors of the Company is authorized to establish and designate one or more
series of preferred stock, without further authorization of the Company's
stockholders, and to fix the number of shares, the dividend and certain other
rights, preferences and limitations of any such series. Thus, any series may,
if so determined by the board of directors, be convertible into Common Stock or
another security of the Company and have certain other relative rights,
preferences and limitations as the board of directors shall determine. As a
result, any class or series of preferred stock could have rights which would
adversely affect the voting power of the Common Stock.
Dividends. Dividends on the $4.50 Series Preferred Stock are payable annually
at the rate of $4.50 per annum. Dividends on the $3.50 Series Preferred Stock
are payable annually at the rate of $3.50 per annum. Holders of $4.50 Series
Preferred Stock and $3.50 Series Preferred Stock are entitled to receive any
dividends to which they are entitled before dividends are paid to holders of
Common Stock.
Voting Rights. Holders of $4.50 Series Preferred Stock and $3.50 Series
Preferred Stock do not have the right to vote on any question except as
otherwise required by applicable law or unless the Company is in default in the
payment of dividends for a period of six months. In such a case, the holders of
$4.50 Series Preferred Stock and $3.50 Series Preferred Stock shall have the
exclusive right, voting separately and as a class, to elect two directors, or
if the total number of directors of the Company is only three, then only one
director, at each meeting of the stockholders held for the purpose of electing
directors.
Liquidation Rights. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a share for the
$4.50 Series, $107 a share for the $3.50 Series; in the event of involuntary
liquidation, holders of both currently outstanding series of preferred stock
are entitled to accumulated dividends and $100 a share.
Redemption. The preferred stock may be redeemed at any time in whole or in
part for the redemption prices of $120 and accumulated dividends, and $100 and
accumulated dividends, respectively, on the $4.50 Series Preferred Stock and
the $3.50 Series Preferred Stock.
No Preemptive Rights. Holders of preferred stock do not have any preemptive
rights.
WARRANTS TO PURCHASE COMMON STOCK
In connection with the Seagram Redemption, the Company issued to Seagram
warrants exercisable for 156 million shares of Common Stock. For a discussion
of the terms of such warrants, see "Recent Developments".
LEGAL OPINIONS
The validity of the Shares will be passed upon for the Company by Howard J.
Rudge, Senior Vice President and General Counsel of the Company.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the expenses (all but the SEC
Registration fees are estimates) in connection with the issuance of the shares
of Common Stock being registered hereunder.
<TABLE>
<S> <C>
SEC Registration fees............................................ $178,619
Blue Sky fees and expenses....................................... $ 25,000
Printing and engraving expenses.................................. $ 50,000
Accounting fees and expenses..................................... $ 20,000
Stock exchange listing fees...................................... $ 15,000
Miscellaneous.................................................... $ 20,000
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Total.......................................................... $308,619
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and Bylaws of DuPont provide for the
indemnification of each director and officer of DuPont in connection with any
claim, action, suit or proceeding brought or threatened by reason of his or her
position with DuPont. In addition, the General Corporation Law of the State of
Delaware ("Delaware Law") permits DuPont to indemnify its directors, officers
and others against judgments, fines, amounts paid in settlement and attorneys'
fees resulting from various types of legal actions or proceedings if the
actions of the party being indemnified meet the standards of conduct specified
in the Delaware Law.
The Company's directors and officers, are, in addition, insured against loss
arising from any claim against them or a wrongful act or omission with certain
exceptions and limitations.
ITEM 16. EXHIBITS.
Each of the following Exhibits is filed or incorporated by reference in this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 Certificate of Incorporation of the Registrant, filed as an exhibit
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference
4.2 By-laws of the Registrant, filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference
5 Opinion and Consent of Howard J. Rudge, counsel to the Registrant
23 Consent of Price Waterhouse LLP
24 Powers of Attorney**
</TABLE>
- --------
* To be filed by amendment.
** A power of attorney whereby various individuals authorize the signing of
their names to any and all amendments to this Registration Statement and
other documents submitted in connection therewith is contained on the first
page of the signature pages following Part II of this Registration
Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON A FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF WILMINGTON, STATE OF DELAWARE ON THE 7TH DAY OF
JUNE, 1995.
E. I. Du Pont de Nemours and Company
By: /s/ Charles L. Henry
--------------------------------
CHARLES L. HENRY
SENIOR VICE-PRESIDENT--DUPONT
FINANCE
PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON JUNE 7, 1995 BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED.
E. S. Woolard, Jr. Chairman and Director
(PrincipalExecutive
Officer)
J. A. Krol Vice Chairman and
Director By: /s/ C. L. Henry
----------------------
C. L. HENRY
SENIOR VICE PRESIDENT--
C. S. Nicandros Vice Chairman and DUPONT FINANCE
Director (PRINCIPAL FINANCIAL
and ACOUNTING OFFICER
and ATTORNEY-IN-FACT
A. F. Brimmer Director FOR BRACKETED INDIVIDUALS)
E. B. Du Pont Director
C. M. Harper Director
W. K. Reilly Director
H. R. Sharp,III Director
C. M. Vest Director By: /s/ H. J. Rudge
-----------------------
H. J. RUDGE
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
(ATTORNEY-IN-FACT FOR
BRACKETED INDIVIDUALS)
Original powers of attorney authorizing C. L. Henry and H. J. Rudge, jointly,
to sign the registration statement and amendments thereto on behalf of the
above-named directors and officers are filed with the Registration Statement.
II-3
<PAGE>
EXHIBIT 5
[LOGO OF DUPONT APPEARS HERE]
Legal
Wilmington, Delaware 19898
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
June 7, 1995
Dear Sirs:
With reference to the Registration Statement on Form S-3 being filed by you
with the Securities and Exchange Commission, registering 7,789,375 shares of
Common Stock, $.60 par value of E. I. du Pont de Nemours and Company (the
"Company") for resale, it is my opinion that:
(1) the Company is duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and
(2) all such Common Stock is legally issued and constitutes valid and
binding obligations of the Company.
I hereby consent to use of this opinion as an exhibit in the above-mentioned
Registration Statement.
Very truly yours,
/s/ Howard J. Rudge
_____________________________________
Howard J. Rudge
Senior Vice President and General
Counsel
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 16, 1995, which appears on page 38 of the 1994 Annual Report to
Shareholders of E.I. du Pont de Nemours and Company, which is incorporated by
reference in E. I. du Pont de Nemours and Company's Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
June 5, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
REGISTRATION STATEMENT FOR COMMON STOCK, $.60 PAR VALUE
The person whose signature appears below constitutes and appoints (1) the
Senior Vice President and General Counsel, or any Assistant General Counsel of
E. I. du Pont de Nemours and Company (hereinafter referred to as "the
Company"), and (2) the Senior Vice President--DuPont Finance, any Vice
President, DuPont Finance, or any Assistant Treasurer of the Company, jointly,
his or her true and lawful attorneys-in-fact and agents for him or her and in
his or her name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange Commission a
Registration Statement on Form S-3 relating to 7,789,375 shares of DuPont
common stock, $.60 par value offered for resale by the DuPont Pension Trust
Fund, through its trustee, any and all amendments thereto (including post-
effective amendments), and all matters required by the Commission in connection
with such registration under the Securities Act of 1933, as amended, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
E. S. Woolard, Jr. 5/24/95
_____________________________________ _____________________________________
Director Date
J. A. Krol 5/24/95
_____________________________________ _____________________________________
Director Date
C. S. Nicandros 5/24/95
_____________________________________ _____________________________________
Director Date
A. F. Brimmer 5/24/95
_____________________________________ _____________________________________
Director Date
E. B. du Pont 5/24/95
_____________________________________ _____________________________________
Director Date
C. M. Harper 5/24/95
_____________________________________ _____________________________________
Director Date
W. K. Reilly 5/24/95
_____________________________________ _____________________________________
Director Date
H. R. Sharp, III 5/24/95
_____________________________________ _____________________________________
Director Date
C. M. Vest 5/24/95
_____________________________________ _____________________________________
Director Date
